SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Moore Daniel Jeffrey
(Last) (First) (Middle)
100 CYBERONICS BLVD
(Street)
HOUSTON TX 77058
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CYBERONICS INC [ CYBX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/15/2014 A 17,424 A (1) 178,475 D
Common Stock 06/15/2014 A 4,000 A (2) 182,475 D
Common Stock 06/15/2014 F 9,814 D (3) 172,661 D
Common Stock 06/16/2014 M 4,000 A $25.71 176,661 D
Common Stock 06/16/2014 S(4) 7,000 D $57.1769(5) 169,661 D
Common Stock 06/16/2014 F 1,046 D (6) 168,615 D
Common Stock 06/16/2014 F 1,046 D (7) 167,569 D
Common Stock 15,183 I Moore Family 2012 Gift Trust
Common Stock 7,086 I DJM Family Partnership Ltd
Common Stock 26,390 I Moore Family 2011 Gift Trust
Common Stock 14,560 I Grace M. Moore
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to purchase common stock $57.39 06/15/2014 A 56,623 (8) 06/15/2024 Common Stock 56,623 $57.39 234,410 D
Option to purchase common stock $25.71 06/16/2014 M 4,000 (9) 06/15/2021 Common Stock 4,000 $0.00 230,410 D
Phantom Stock Units $57.14 06/16/2014 M 6,881 (10) 09/15/2021 Phantom Stock Units 6,881 $0.00 223,529 D
Phantom Stock Units $57.14 06/16/2014 M 6,881 (11) 09/15/2021 Phantom Stock Units 6,881 $0.00 216,648 D
Explanation of Responses:
1. Reporting Person was granted 17,424 restricted shares of common stock, one-third of such shares shall vest and forfeiture restrictions thereon to lapse on each of the next three anniversaries of June 15, 2014. The restricted shares are subject to forfeiture prior to vesting in accordance with the terms of the Restricted Stock Agreement.
2. Reporting Person was granted 4,000 restricted shares of common stock that vest, as earned, subject to the satisfaction of certain specified targets. The restricted shares are also subject to forfeiture prior to vesting in accordance with the terms of the Performance-Based Restricted Stock Agreement.
3. The referenced shares were withheld from distribution at the request of Reporting Person. Such shares were forfeited and the associated value was used to offset the tax liability associated with the June 15, 2014 vesting of 23,395 shares of restricted stock.
4. Sold shares pursuant to 10b5-1 Plan.
5. Represents weighted average selling price. Securities were sold through approximately 34 separate sales on the transaction date at prices ranging from $56.90 to $57.64. The reporting person hereby undertakes to provide upon request to the SEC, the issuer or any stockholder of the issuer, the full information regarding the number of shares and prices at which the transaction was effected.
6. The referenced shares were withheld from distribution at the request of Reporting Person. Such shares were forfeited and the associated value was used to offset the tax liability associated with the June 16, 2014 vesting of 2,494 shares of perfomance-based restricted stock.
7. The referenced shares were withheld from distribution at the request of Reporting Person. Such shares were forfeited and the associated value was used to offset the tax liability associated with the June 16, 2014 vesting of 2,495 shares of perfomance-based restricted stock.
8. Reporting person was granted an option to purchase 56,623 shares of common stock, 25% of the shares under such option to vest on each of the next four anniversaries of June 15, 2014. The option to purchase such shares is subject to forfeiture prior to vesting in accordance with the terms of the Stock Option Agreement.
9. Reporting person was granted an option to purchase 46,790 shares of common stock, 25% of the shares under such option to vest on each of the next four anniversaries of June 15, 2011. The option to purchase such shares is subject to forfeiture prior to vesting in accordance with the terms of the Stock Option Agreement.
10. Reporting Person was granted an award of Phantom Stock Units that vest, as earned, subject to the satisfaction of certain specified targets as set forth in the Phantom Stock Agreement dated September 15, 2011. Subject to the Phantom Stock Agreement, the Phantom Stock Units may be settled in cash or shares of Cyberonics, Inc. common stock as determined by the Plan Administrator.
11. Reporting Person was granted an award of Phantom Stock Units that vest, as earned, subject to the satisfaction of certain specified targets as set forth in the Phantom Stock Agreement dated September 15, 2011. Subject to the Phantom Stock Agreement, the Phantom Stock Units may be settled in cash or shares of Cyberonics, Inc. common stock as determined by the Plan Administrator.
Remarks:
/s/ Daniel J. Moore 06/18/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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